Claus van der Velden
ANAVEX LIFE SCIENCESAbout Claus van der Velden
Claus van der Velden, PhD (age 52), is an independent director of Anavex (AVXL) with expertise in management accounting, internal controls, information security, and risk management; he has served on the Board since March 2018. He is Managing Director (Chief Financial Officer) of NetCologne GmbH since May 2021, and previously led Management Accounting, Internal Audit, and Risk Management at Ströer SE & Co KGaA (2011–2021); earlier roles include Corporate Business Controlling at Cognis and management accounting for BASF’s Nutrition & Health division post-acquisition. He holds an economics degree from the University of Kiel and a doctorate in business management from WHU–Otto Beisheim School of Management, where he also taught economics .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ströer SE & Co KGaA (public, Germany) | Corporate head of Management Accounting, Internal Audit & Risk Management | Jul 2011–May 2021 | Information security risk assessment; internal control tools/processes/policies |
| Cognis (specialty chemicals/nutrition) | Director, Corporate Business Controlling (Nutrition & Health) | Not disclosed | Compliance representative; global leadership team |
| BASF (Nutrition & Health division) | Management accounting processes | Post Cognis acquisition (date not disclosed) | Natural-source ingredients; financial process oversight |
| International marketing & strategy consultancy | Strategy consultant | Early career | Strategic advisory experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NetCologne GmbH (telecom, Germany) | Managing Director (Chief Financial Officer) | Since May 2021 | Financial leadership; risk management; internal controls |
Board Governance
- Independence: Board determined van der Velden is independent under Nasdaq 5605(a)(2) and SEC rules .
- Committee chair roles: Chairs Audit Committee (Audit Committee Financial Expert), Compensation Committee, and Nominating & Corporate Governance Committee .
- Attendance: Board met five times in FY2024; each incumbent director attended ≥75% of Board and relevant committee meetings; one director attended the 2024 Annual Meeting .
- Committee activity: Audit Committee met four times (FY2024); Compensation Committee met two times (FY2024); Nominating & Corporate Governance met one time (FY2024) .
| Governance Item | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Board meetings held | 6 | 5 | 5 |
| Audit Committee meetings | 5 | 4 | 4 |
| Compensation Committee meetings | 1 | 1 | 2 |
| Nominating & Corporate Governance meetings | 0 (acted by consent) | 0 (acted by consent) | 1 |
| Independence (Nasdaq) | Independent | Independent | Independent |
| Audit Committee financial expert | Yes | Yes | Yes |
Fixed Compensation
- Cash retainer: Non-employee directors $25,000/year, paid quarterly .
- Chair fees: Additional $4,000 per quarter to van der Velden for chairing the Audit, Compensation, and Nominating & Corporate Governance Committees (aggregated) .
| Metric (USD) | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash | $41,000 | $41,000 | $41,000 |
Performance Compensation
- Equity vehicle: Stock options; no RSUs disclosed for directors .
- Annual director option grant: 50,000 options per director in 2024 (vest in full on first anniversary); 50,000 in 2023 (vest in full on first anniversary); 50,000 in 2022 (vest over three years) .
- Valuation: Option awards are reported at grant-date fair value (FASB ASC 718) .
| Option Awards ($) | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Grant-date fair value for van der Velden | $382,120 | $316,540 | $202,200 |
| Annual Option Grant & Vesting | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Shares granted to each director | 50,000 (vest over 3 years) | 50,000 (vest in full at 1 year) | 50,000 (vest in full at 1 year) |
No performance metrics tied to director compensation are disclosed; director equity vests time-based rather than on operational/financial targets .
Other Directorships & Interlocks
- Public company directorships: Not disclosed for van der Velden; skills matrix does not indicate public company directorship experience for him .
- Current board network: Other AVXL independent directors include Jiong Ma (Board Chair), Athanasios Skarpelos, Steffen Thomas, and Peter Donhauser; no interlocks or related-party ties disclosed in the proxy .
Expertise & Qualifications
- Financial expert designation: Audit Committee Financial Expert under SEC/Nasdaq rules .
- Domain expertise: Information security, internal controls, risk management, accounting/management accounting; international background .
Equity Ownership
| Metric | As of Mar 27, 2023 | As of Apr 26, 2024 | As of Apr 25, 2025 |
|---|---|---|---|
| Beneficial ownership (shares) | 205,500 | 238,834 | 288,833 |
| Percent of class | <1% | <1% | <1% |
| Options outstanding (vested + unvested) | 255,500 (9/30/22) | 305,500 (9/30/23) | 355,500 (9/30/24) |
- Anti-hedging: Company policy prohibits short sales, derivatives, and hedging instruments for directors (alignment-positive) .
- Section 16 compliance: Company disclosed certain delinquent Form 4 filings in FY2024, including a Form 4 for van der Velden filed Feb 23, 2024 (administrative flag) .
Director Compensation Peer Group and Shareholder Feedback
- Compensation peer group: For “Compensation Actually Paid” vs performance (executives), peer benchmark uses the NASDAQ Biotechnology Index (context for pay-performance; directors’ comp not separately benchmarked) .
- 2024 Say-on-Pay: Approved; votes For 28,406,111; Against 4,728,255; Abstain 759,625; Broker Non-Votes 22,413,983 .
- 2024 Director elections: van der Velden received 27,960,597 For; 5,933,396 Withheld; 22,413,981 Broker Non-Votes .
Governance Assessment
- Strengths: Independent status; chairs all three key committees, enhancing oversight continuity; designated audit committee financial expert; option-heavy compensation aligns director incentives with shareholder value; anti-hedging policy strengthens alignment .
- Risks/RED FLAGS:
- Concentration of committee chair roles in one director (Audit, Compensation, NCG) may reduce checks-and-balances and increase key-person governance risk .
- Administrative compliance: Company disclosed delinquent Section 16(a) reports including van der Velden’s Feb 23, 2024 Form 4; while remedied, it is a minor governance flag for trading disclosure timeliness .
- Attendance and engagement: Board and committees met at regular cadence; each director met ≥75% attendance threshold, supporting engagement .
- Compensation structure: Cash retainer is modest; aggregated chair fee ($4,000/quarter) indicates compensation for workload; equity is exclusively options with clear vesting schedules; no retirement benefits or director severance/change-in-control provisions disclosed, limiting entrenchment risks .
Insider Trades and Filings
| Filing Type | Reporting Person | Filing Date | Note |
|---|---|---|---|
| Form 4 (ownership change) | Claus van der Velden | Feb 23, 2024 | Identified in company’s Section 16(a) delinquent filings disclosure |
Based on disclosures, the company believes applicable insider filing requirements were complied with in FY2024 except for listed items, including van der Velden’s Form 4 (filed) .